SEC Form 4 · accession 0000750556-17-000037

SUNTRUST BANKS INC · STI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

William H Rogers Jr.

Officer — Chairman and CEO

Period of report

Feb 15, 2017

Accepted (ET)

Feb 16, 2017 · 2:28 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000750556

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	holding	—	—		—	406,628	D
Common Stock^F1	holding	—	—		—	8,083	I	401(k)

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Phantom Stock^F8	—	Feb 15, 2017	A	50,090	A	Feb 21, 2017	Feb 21, 2017	Common Stock	50,090	50,090	D
Phantom Stock^F2	—	holding	—	—	—	—	—	Common Stock	1,827	1,827	D
Phantom Stock^F4	—	holding	—	—	—	—	—	Common Stock	17,813	17,813	D
Phantom Stock^F5	—	holding	—	—	—	Feb 21, 2017	—	Common Stock	13,450	13,450	D
Phantom Stock^F6	—	holding	—	—	—	Feb 10, 2018	—	Common Stock	12,221	12,221	D
Phantom Stock^F7	—	holding	—	—	—	Feb 9, 2018	Feb 9, 2018	Common Stock	13,586	13,586	D
Phantom Stock^F7	—	holding	—	—	—	Feb 9, 2019	Feb 9, 2019	Common Stock	13,587	13,587	D
Option^F3	$64.58	holding	—	—	—	Feb 12, 2011	Feb 12, 2018	Common Stock	88,800	88,800	D
Option^F3	$29.54	holding	—	—	—	Dec 31, 2011	Dec 31, 2018	Common Stock	67,000	67,000	D
Option^F4	$9.06	holding	—	—	—	Feb 10, 2012	Feb 10, 2019	Common Stock	166,300	166,300	D
Option^F4	$29.20	holding	—	—	—	Apr 1, 2012	Apr 1, 2021	Common Stock	84,439	84,439	D
Option^F4,F5	$21.67	holding	—	—	—	—	Feb 14, 2022	Common Stock	136,200	136,200	D
Option^F4	$27.41	holding	—	—	—	Feb 26, 2014	Feb 26, 2023	Common Stock	36,707	36,707	D
Option^F4	$27.41	holding	—	—	—	Feb 26, 2015	Feb 26, 2023	Common Stock	36,707	36,707	D
Option^F4	$27.41	holding	—	—	—	Feb 26, 2016	Feb 26, 2023	Common Stock	36,707	36,707	D

Explanation of responses

F1Because the stock fund component of the 401(k) Plan is accounted for in unit accounting, the number of share equivalents varies based on the closing price of SunTrust stock on the applicable measurement date.
F2The phantom stock units were acquired under the SunTrust Banks, Inc. Deferred Compensation Plan and convert to common stock on a one-to-one basis.
F3Granted pursuant to the SunTrust Banks, Inc. 2004 Stock Plan.
F4Granted pursuent to the SunTrust Banks, Inc. 2009 Stock Plan.
F5Represents time-vested phantom stock granted on February 21, 2014 under the SunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under Rule 16b-3. The restricted stock unit agreements contain tax withholding provisions which allow us to withhold units to satisfy tax withholding obligations. Units will be settled in shares.
F6Represents time-vested restricted stock units granted on February 10, 2015 under the 2009 Stock Plan. the Plan is exempt under Rule 16b-3. The restricted stock unit award agreements contain tax withholding features which allow us to withhold units to satisfly withholding obligations. Units will be settled in shares.
F7Represents time-vested restricted stock units granted on February 9, 2016 under the sunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under Rule 16b-3. Units will be settled in shares. The award agreement contains tax withholding features which allow us to withhold units to satisfy withholding obligations.
F8Represents restricted stock unit award granted on February 21, 2014 under the SunTrust Banks, Inc. 2009 Stock Plan. The plan is exempt under Rule 16b-3. Transaction represents the satisfaction of EPS/TSR/ROTCE performance conditions. The Restricted Stock Unit award agreements contain tax withholding provisions which allow us to satisfy tax withholding obligations by netting shares. Award will vest on February 21, 2017 and will be settled in shares of common stock.